This essay is written to discuss a contract and its contents (different terms and clauses),
followed with an application between two parties; Plants and Seeds plc and Nursey Ltd.
Poole defines a contract to be 1“legally enforceable arranged exchanges which follow the
rules of contract law.”. It appears the contract between these parties is a business-to-business
contract. 2“This type of contract requires two parties or more entering a legally binding
agreement regarding to sale of goods, the provision of services, partnerships, joint ventures,
consortiums etc.”.
Poole goes on to define3 “a term being a promise as to the truth of the statement.”. Terms are
deemed important as they highlight the parties’ rights and obligations, if breached then so is
the contract. There are four ways terms can be determined, the first being a statement’s
importance. The more important a statement, the court is more likely to determine it a term
rather than a representation (a statement created outside the contract). Bannerman v White
18614 held the statement regarding sulphur was a term of the contract. Secondly, the longer
the time between the statement being made and the contract’s conclusion, the court is less
likely to see the statement as a term. Routledge v McKay5, the court held the statement was
not a term as there was a week between the statement and the contract. On the other hand, the
stronger and emphatic a statement, the more likely to be recognised as a term by the court.
Schawel v Reade 19136 held the seller’s statement was a term due to its strength and
importance – despite the lapse of time between the statement and conclusion of the contract.
Fourthly, a statement will be considered a term if created by a person with expert knowledge
or skill regarding the topic. Oscar Chess Ltd v Williams 19577 held it was an innocent
misrepresentation that induced the plaintiff into a contract.
This leads to the incorporation of contractual terms. Written terms can be incorporated three
ways. Incorporation by signature is a party bound by their signature. Once signing, it is not
permissible for a party to later claim they are not bound by the terms due to not
understanding them. L’Estrange v Graucob 19348 held the exemption clause which stated
there was no liability for breach of express/implied terms was valid although the buyer
plaintiff failed to read it. Poole explains the three requirements of incorporation by notice9
”The term’s existence must be brought to the other party’s attention before or at the time of
contracting and reasonable steps should be taken to do this. In addition, this should be
contained in a document expected to involve contractual terms.”. Grogan v Robin Meredith
Plant Hire 199610 highlighted a time sheet was not an expected document to contain clauses
so it was not binding. Thornton v Shoe Lane Parking 197111 held the contract was concluded
at the ticket machine which displayed conditions. Incorporation by course of dealings, if
consistent was displayed in the case of Spurling v Bradshaw 195612 the claimant was aware
1
J Poole and others, Poole's textbook on contract law (15th edn, Oxford university press 2021) 1
2
Crest legal limited, 'Business to business contract UK' (Crest Legal, 4 August
2022) <https://crestlegal.com/business-to-business-contracts-uk/> accessed 22 March 2023
3
J Poole and others, Poole's textbook on contract law (15th edn, Oxford university press 2021)
4
Bannerman v White (1861) 10 CB NS 844
5
Routledge v McKay [1954] 1 WLR 615
6
Schawel v Reade [1913] 2 IR 81
7
Oscar Chess Ltd v Williams [1957] 1 WLR 370
8
L’Estrange v E. Graucob Ltd [1934] 2 KB 394
9
J Poole and others, Poole's textbook on contract law (15th edn, Oxford university press 2021)
10
Grogan v Robin Meredith Plant Hire [1996] CLC 1127
11
Thornton v Shoe Lane Parking Ltd [1971] QB 163
12
Spurling v Bradshaw 1956 1 WLR 461
followed with an application between two parties; Plants and Seeds plc and Nursey Ltd.
Poole defines a contract to be 1“legally enforceable arranged exchanges which follow the
rules of contract law.”. It appears the contract between these parties is a business-to-business
contract. 2“This type of contract requires two parties or more entering a legally binding
agreement regarding to sale of goods, the provision of services, partnerships, joint ventures,
consortiums etc.”.
Poole goes on to define3 “a term being a promise as to the truth of the statement.”. Terms are
deemed important as they highlight the parties’ rights and obligations, if breached then so is
the contract. There are four ways terms can be determined, the first being a statement’s
importance. The more important a statement, the court is more likely to determine it a term
rather than a representation (a statement created outside the contract). Bannerman v White
18614 held the statement regarding sulphur was a term of the contract. Secondly, the longer
the time between the statement being made and the contract’s conclusion, the court is less
likely to see the statement as a term. Routledge v McKay5, the court held the statement was
not a term as there was a week between the statement and the contract. On the other hand, the
stronger and emphatic a statement, the more likely to be recognised as a term by the court.
Schawel v Reade 19136 held the seller’s statement was a term due to its strength and
importance – despite the lapse of time between the statement and conclusion of the contract.
Fourthly, a statement will be considered a term if created by a person with expert knowledge
or skill regarding the topic. Oscar Chess Ltd v Williams 19577 held it was an innocent
misrepresentation that induced the plaintiff into a contract.
This leads to the incorporation of contractual terms. Written terms can be incorporated three
ways. Incorporation by signature is a party bound by their signature. Once signing, it is not
permissible for a party to later claim they are not bound by the terms due to not
understanding them. L’Estrange v Graucob 19348 held the exemption clause which stated
there was no liability for breach of express/implied terms was valid although the buyer
plaintiff failed to read it. Poole explains the three requirements of incorporation by notice9
”The term’s existence must be brought to the other party’s attention before or at the time of
contracting and reasonable steps should be taken to do this. In addition, this should be
contained in a document expected to involve contractual terms.”. Grogan v Robin Meredith
Plant Hire 199610 highlighted a time sheet was not an expected document to contain clauses
so it was not binding. Thornton v Shoe Lane Parking 197111 held the contract was concluded
at the ticket machine which displayed conditions. Incorporation by course of dealings, if
consistent was displayed in the case of Spurling v Bradshaw 195612 the claimant was aware
1
J Poole and others, Poole's textbook on contract law (15th edn, Oxford university press 2021) 1
2
Crest legal limited, 'Business to business contract UK' (Crest Legal, 4 August
2022) <https://crestlegal.com/business-to-business-contracts-uk/> accessed 22 March 2023
3
J Poole and others, Poole's textbook on contract law (15th edn, Oxford university press 2021)
4
Bannerman v White (1861) 10 CB NS 844
5
Routledge v McKay [1954] 1 WLR 615
6
Schawel v Reade [1913] 2 IR 81
7
Oscar Chess Ltd v Williams [1957] 1 WLR 370
8
L’Estrange v E. Graucob Ltd [1934] 2 KB 394
9
J Poole and others, Poole's textbook on contract law (15th edn, Oxford university press 2021)
10
Grogan v Robin Meredith Plant Hire [1996] CLC 1127
11
Thornton v Shoe Lane Parking Ltd [1971] QB 163
12
Spurling v Bradshaw 1956 1 WLR 461
